Self-Regulatory Organizations; Bats EDGX Exchange, Inc.; Notice of Filing and Immediate Effectiveness of a Proposed Rule Change To Reflect in the Exchange's Governing Documents, Rulebook and Fees Schedules, a Non-Substantive Corporate Branding Change, Including Changes to the Company's Name, the Intermediate's Name, and the Exchange's Name, 50697-50700 [2017-23739]
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Federal Register / Vol. 82, No. 210 / Wednesday, November 1, 2017 / Notices
The Commission invites comments on
whether the Postal Service’s request(s)
in the captioned docket(s) are consistent
with the policies of title 39. For
request(s) that the Postal Service states
concern market dominant product(s),
applicable statutory and regulatory
requirements include 39 U.S.C. 3622, 39
U.S.C. 3642, 39 CFR part 3010, and 39
CFR part 3020, subpart B. For request(s)
that the Postal Service states concern
competitive product(s), applicable
statutory and regulatory requirements
include 39 U.S.C. 3632, 39 U.S.C. 3633,
39 U.S.C. 3642, 39 CFR part 3015, and
39 CFR part 3020, subpart B. Comment
deadline(s) for each request appear in
section II.
II. Docketed Proceeding(s)
1. Docket No(s).: CP2018–34; Filing
Title: Notice of the United States Postal
Service of Filing a Functionally
Equivalent Global Plus 1D Negotiated
Service Agreement and Application for
Non-Public Treatment of Materials Filed
Under Seal; Filing Acceptance Date:
October 26, 2017; Filing Authority: 39
CFR 3015.5; Public Representative:
Kenneth R. Moeller; Comments Due:
November 3, 2017.
2. Docket No(s).: CP2018–35; Filing
Title: Notice of United States Postal
Service of Filing a Functionally
Equivalent Global Expedited Package
Services 7 Negotiated Service
Agreement and Application for NonPublic Treatment of Materials Filed
Under Seal; Filing Acceptance Date:
October 26, 2017; Filing Authority: 39
CFR 3015.5; Public Representative:
Kenneth R. Moeller; Comments Due:
November 3, 2017.
This notice will be published in the
Federal Register.
Stacy L. Ruble,
Secretary.
[FR Doc. 2017–23758 Filed 10–31–17; 8:45 am]
sradovich on DSK3GMQ082PROD with NOTICES
BILLING CODE 7710–FW–P
SECURITIES AND EXCHANGE
COMMISSION
[Release No. 34–81963; File No. SR–
BatsEDGX–2017–41]
Self-Regulatory Organizations; Bats
EDGX Exchange, Inc.; Notice of Filing
and Immediate Effectiveness of a
Proposed Rule Change To Reflect in
the Exchange’s Governing Documents,
Rulebook and Fees Schedules, a NonSubstantive Corporate Branding
Change, Including Changes to the
Company’s Name, the Intermediate’s
Name, and the Exchange’s Name
October 26, 2017.
Pursuant to Section 19(b)(1) of the
Securities Exchange Act of 1934 (the
‘‘Act’’),1 and Rule 19b–4 thereunder,2
notice is hereby given that on October
16, 2017, Bats EDGX Exchange, Inc. (the
‘‘Exchange’’ or ‘‘EDGX’’) filed with the
Securities and Exchange Commission
(‘‘Commission’’) the proposed rule
change as described in Items I and II
below, which Items have been prepared
by the Exchange. The Commission is
publishing this notice to solicit
comments on the proposed rule change
from interested persons.
I. Self-Regulatory Organization’s
Statement of the Terms of Substance of
the Proposed Rule Change
The Exchange file a proposed rule
change with respect to amendments of
the Second Amended and Restated
Certificate of Incorporation (the
‘‘Company’s Certificate’’) and Third
Amended and Restated Bylaws (the
’’Company’s Bylaws’’) of its parent
corporation, CBOE Holdings, Inc.
(‘‘CBOE Holdings’’ or the ‘‘Company’’)
to change the name of the Company to
Cboe Global Markets, Inc. With respect
to CBOE V, LLC, an intermediate
Holding Company of the Exchange (the
‘‘Intermediate’’), the Exchange proposes
to amend the Certificate of Formation
and Limited Liability Company
Operating Agreement of CBOE V, LLC
(the ‘‘Operating Agreement’’), in
connection with a related name change
for the Intermediate. The Exchange also
proposes to amend its Second Amended
and Restated Certificate of Incorporation
(the ‘‘Exchange Certificate’’), Seventh
Amended and Restated Bylaws of Bats
EDGX Exchange, Inc. (the ‘‘Exchange
Bylaws’’), rulebook and fees schedules
(collectively ‘‘operative documents’’) in
connection with the name change of its
parent Company, Intermediate, and the
Exchange.
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2 17
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CFR 240.19b–4.
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50697
The text of the proposed rule change
is also available on the Exchange’s Web
site (https://www.cboe.com/AboutCBOE/
CBOELegalRegulatoryHome.aspx), at
the Exchange’s Office of the Secretary,
and at the Commission’s Public
Reference Room.
II. Self-Regulatory Organization’s
Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule
Change
In its filing with the Commission, the
Exchange included statements
concerning the purpose of and basis for
the proposed rule change and discussed
any comments it received on the
proposed rule change. The text of these
statements may be examined at the
places specified in Item IV below. The
Exchange has prepared summaries, set
forth in sections A, B, and C below, of
the most significant aspects of such
statements.
A. Self-Regulatory Organization’s
Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule
Change
1. Purpose
Background
The purpose of this filing is to reflect
in the Exchange’s governing documents
(and the governing documents of its
parent company, CBOE Holdings) and
the Exchange’s rulebook and fees
schedules, a non-substantive corporate
branding change, including changes to
the Company’s name, the Intermediate’s
name, and the Exchange’s name.
Particularly, references to Company’s,
Intermediate’s and Exchange’s names
will be deleted and revised to state the
new names, as described more fully
below. No other substantive changes are
being proposed in this filing. The
Exchange represents that these changes
are concerned solely with the
administration of the Exchange and do
not affect the meaning, administration,
or enforcement of any rules of the
Exchange or the rights, obligations, or
privileges of Exchange members or their
associated persons is any way.
Accordingly, this filing is being
submitted under Rule 19b–4(f)(3). In
lieu of providing a copy of the marked
name changes, the Exchange represents
that it will make the necessary nonsubstantive revisions described below to
the Exchange’s corporate governance
documents, rulebook, and fees
schedules, and post updated versions of
each on the Exchange’s Web site
pursuant to Rule 19b–4(m)(2).
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Federal Register / Vol. 82, No. 210 / Wednesday, November 1, 2017 / Notices
The Company’s Name Change
In connection with the corporate
name change of its parent company, the
Exchange is proposing to amend the
Company’s Certificate and Bylaws.
Specifically, the Company is changing
its name from ‘‘CBOE Holdings, Inc.’’ to
‘‘Cboe Global Markets, Inc.’’.
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(a) Company’s Certificate
The Exchange proposes to (i) delete
the following language from Paragraph
(1) of the introductory paragraph: ‘‘The
name of the Corporation is CBOE
Holdings, Inc.’’ and (ii) amend Article
First of the Company’s Certificate to
reflect the new name, ‘‘Cboe Global
Markets, Inc.’’ The Exchange also
proposes to add clarifying language and
cite to the applicable provisions of the
General Corporation Law of the State of
Delaware in connection with the
proposed name change. The Exchange
notes that it is not amending the
Company’s name in the title or signature
line as the name changes will not be
effective until the Company, as
currently named, files the proposed
changes in Delaware. Thereafter, the
Exchange will amend the Certificate to
reflect the new name in the title and
signature line. The Exchange also notes
that although the name of ‘‘Chicago
Board Options Exchange, Incorporated’’
is changing to ‘‘Cboe Exchange Inc.’’, it
is not amending the name of Chicago
Board Options Exchange, Incorporated
(‘‘CBOE’’) referenced in Article
Fifth(a)(iii) at this time. Particularly, the
Exchange notes that unlike the
exception applicable to proposed
changes to the Company’s name,3 a vote
of stockholders is required to adopt an
amendment to the reference of CBOE’s
name. As such, the Exchange will
submit a rule filing to amend the
Certificate to reflect the new CBOE
name at such time it is ready to obtain
stockholder approval.
(b) Company’s Bylaws
With respect to the Company’s
Bylaws, references to ‘‘CBOE Holdings,
Inc.’’ will be deleted and revised to state
‘‘Cboe Global Markets, Inc.’’ The
Exchange also proposes to eliminate the
reference to ‘‘Chicago Board Options
Exchange, Incorporated’’ in Article 10,
Section 10.2. Particularly, Section 10.2
provides that ‘‘for so long as the
Corporation shall control, directly or
indirectly, any national securities
exchange, including, but not limited to
Chicago Board Options Exchange,
Incorporated (a ‘‘Regulated Securities
Exchange Subsidiary’’), before any
3 See Section 242(b) of the General Corporation
Law of the State of Delaware.
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amendment, alteration or repeal of any
provision of the Bylaws shall be
effective, such amendment, alteration or
repeal shall be submitted to the board of
directors of each Regulated Securities
Exchange Subsidiary, and if such
amendment, alteration or repeal must be
filed with or filed with and approved by
the Securities and Exchange
Commission, then such amendment,
alteration or repeal shall not become
effective until filed with or filed with
and approved by the Securities and
Exchange Commission, as the case may
be.’’ As the Company currently controls
a number of Regulated Securities
Exchange Subsidiaries, it does not
believe it is necessary to explicitly
reference only Chicago Board Options
Exchange, Incorporated and therefore
proposes to delete the following
language: ‘‘including, but not limited to
Chicago Board Options Exchange,
Incorporated’’.
The Intermediate’s Name Change
For purposes of consistency, certain
of the Parent’s subsidiaries have also
undertaken to change their legal names.
As a result, the Exchange also proposes
to change the name of the Intermediate
from ‘‘CBOE V, LLC’’ to ‘‘Cboe Bats,
LLC.’’
(a) Certificate of Formation
As it relates to the Certificate of
Formation of CBOE V, LLC, references
to ‘‘CBOE V, LLC’’ will be deleted and
revised to state its new name ‘‘Cboe
Bats, LLC’’. The Exchange also proposes
to add clarifying and conforming
language in order to conform to, as well
as cite to, the applicable provisions of
the General Corporation Law of the
State of Delaware in connection with
the proposed name change. The
Exchange notes to conform with the
revised language in the introductory
paragraph, it also proposes to amend
references to ‘‘LLC’’ to ‘‘limited liability
company’’. The Exchange also notes that
it is not amending the Intermediate’s
name in the title or signature line as the
name changes will not be effective until
the Intermediate, as currently named,
files the proposed changes in Delaware.4
Thereafter, the Exchange will amend the
Certificate of Formation to reflect the
new name in the title and signature line.
(b) Operating Agreement
As it relates to the Operating
Agreement of the Intermediate,
4 The Exchange notes that the current signature
block of the Certificate of Formation references
‘‘CBOE Holdings, Inc.’’ instead of ‘‘CBOE V, LLC’’.
The Exchange proposes to correct that reference and
refer to ‘‘CBOE V, LLC’’, which as noted, will be
changed to ‘‘Cboe Bats, LLC’’ at a later date.
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Fmt 4703
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references to ‘‘CBOE V, LLC’’ will be
deleted and revised to state its new
name ‘‘Cboe Bats, LLC’’ and references
to ‘‘CBOE Holdings, Inc.’’ will be
deleted and revised to state ‘‘Cboe
Global Markets, Inc.’’. The Exchange
also proposes to add clarifying and
conforming language in connection with
the proposed name change, including
new Section 12.5 (‘‘Effect of
Amendment’’), which provides that the
‘‘Agreement amends, restates and
supersedes the Original Agreement in
all respects. From and after the date
hereof, this Agreement shall be the
limited liability company operating
agreement of the Company for all
purposes.’’
The Exchange’s Name Change
For purposes of consistency, certain
of the Parent’s subsidiaries have also
undertaken to change their legal names.
As a result, the Exchange also proposes
to change its name from ‘‘Bats EDGX
Exchange, Inc.’’ to ‘‘Cboe EDGX
Exchange, Inc.’’ throughout its rules,
fees schedules and corporate
documents. Additionally, the Exchange
notes that its affiliated exchanges Bats
BYX Exchange, Inc., Bats BZX
Exchange, Inc., Bats EDGA Exchange,
Inc., Chicago Board Options Exchange,
Incorporated, C2 Options Exchange,
Incorporated, and CBOE Futures
Exchange, LLC (collectively the
‘‘affiliates’’) have also proposed name
changes to Cboe BYX Exchange, Inc.,
Cboe BZX Exchange, Inc., Cboe EDGA
Exchange, Inc., Cboe Exchange, Inc.,
Cboe C2 Exchange, Inc. and Cboe
Futures Exchange, LLC, respectively.
Lastly, the Exchange is changing the
name of ‘‘Bats Trading, Inc.’’ to ‘‘Cboe
Trading, Inc.’’
Therefore, the Exchange proposes to
amend its: (i) Second Amended and
Restated Certificate of Incorporation of
Bats EDGX Exchange, Inc., (ii) Seventh
Amended and Restated Bylaws of Bats
EDGX Exchange, Inc., (iii) Rulebook, (iv)
Fee Schedule for EDGX Equities and (v)
Fee Schedule for EDGX Options
(collectively, the ‘‘Operative
Documents’’) to reflect the name
changes.
(a) Exchange’s Certificate
The Exchange proposes to (i) delete
the following language from the
introductory paragraph: ‘‘The name of
the Corporation is Bats EDGX Exchange,
Inc.’’ and (ii) amend Article First of the
Exchange’s Certificate to reflect the new
name, ‘‘Cboe EDGX Exchange, Inc.’’.
The Exchange also proposes to add
clarifying language and cite to the
applicable provisions of the General
Corporation Law of the State of
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Federal Register / Vol. 82, No. 210 / Wednesday, November 1, 2017 / Notices
Delaware in connection with the
proposed name change. The Exchange
notes that it is not amending the
Exchange’s name in the title or signature
line as the name changes will not be
effective until the Exchange, as
currently named, files the proposed
changes in Delaware. Thereafter, the
Exchange will amend the Certificate to
reflect the new name in the title and
signature line.
(b) Exchange’s Bylaws
For the Exchange’s Bylaws, all
references to ‘‘Bats EDGX Exchange,
Inc.’’ will be deleted and revised to state
‘‘Cboe EDGX Exchange, Inc.’’.
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(c) Exchange’s Rulebook
For the Rules of Bats EDGX Exchange,
Inc., all references to ‘‘Bats EDGX
Exchange, Inc.’’ will be deleted and
revised to state ‘‘Cboe EDGX Exchange,
Inc.’’. Additionally, the Exchange’s
affiliates are also filing similar rule
filings to change their names, as noted
above. As such, all references to ‘‘Bats
BYX Exchange, Inc.’’, ‘‘Bats EDGA
Exchange, Inc.’’, ‘‘Bats BZX Exchange,
Inc.’’, ‘‘C2 Options Exchange,
Incorporated’’, ‘‘Chicago Board Options
Exchange, Incorporated’’ 5 and ‘‘CBOE
Futures Exchange, LLC’’ in the EDGX’s
rules will likewise be deleted and
revised to state ‘‘Cboe BYX Exchange,
Inc.’’, Cboe EDGA Exchange, Inc.’’,
‘‘Cboe BZX Exchange, Inc.’’, ‘‘Cboe C2
Exchange, Inc.’’, ‘‘Cboe Exchange, Inc.’’
and ‘‘Cboe Futures Exchange, LLC’’,
respectively. The Exchange notes that
references to ‘‘CBOE’’ will be deleted
and revised to state ‘‘Cboe Options’’.
The Exchange notes that references to
‘‘Bats Exchange’’ will be deleted and
revised to state ‘‘Cboe Bats Exchange’’.
Additionally, all references to ‘‘CBOE
Holdings, Inc.’’ will be deleted and
revised to state ‘‘Cboe Global Markets,
Inc.’’.
The Exchange will also delete
references to ‘‘Bats Trading, Inc.’’ and
‘‘Bats Trading’’ and replace it with
references to ‘‘Cboe Trading, Inc.’’ and
‘‘Cboe Trading’’, respectively.
References to ‘‘Bats One’’ will be
deleted and revised to state ‘‘Cboe One’’,
all references to ‘‘Bats Connect’’ will be
deleted and revised to state ‘‘Cboe
Connect’’, and all references to ‘‘CBOE
Livevol, LLC’’ will be deleted and
revised to state ‘‘Cboe Livevol, LLC’’.
5 The Exchange notes that the EDGX rules refer
to ‘‘C2 Options Exchange, Incorporated’’ and
‘‘Chicago Board Options Exchange, Incorporated’’
as ‘‘C2 Options Exchange, Inc.’’ and ‘‘Chicago Board
Options Exchange’’ in Rules 2.3, 18.7, 18.9, 28.3,
29.5, and 29.7.
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(d) Exchange’s Fees Schedule
For the EDGX Equities Fee Schedule,
any reference to ‘‘Bats EDGX Exchange’’
will be deleted and revised to state
‘‘Cboe EDGX Exchange’’. Additionally,
all references to ‘‘Bats One’’ will be
deleted and revised to state ‘‘Cboe One’’
and all references to ‘‘Bats Connect’’
will be deleted and revised to state
‘‘Cboe Connect’’.
(e) EDGX Options Fee Schedule
For the EDGX Options Fee Schedule,
all references to ‘‘Bats EDGX Options
Exchange’’ will be deleted and revised
to state ‘‘Cboe EDGX Options Exchange’’
and all references to ‘‘CBOE’’ will be
deleted and revised to state ‘‘Cboe
Options’’. Lastly, all references to ‘‘Bats
Connect’’ will be deleted and revised to
state ‘‘Cboe Connect’’.
2. Statutory Basis
The Exchange believes the proposed
rule change is consistent with the
Securities Exchange Act of 1934 (the
‘‘Act’’) and the rules and regulations
thereunder applicable to the Exchange
and, in particular, the requirements of
Section 6(b) of the Act.6 Specifically,
the Exchange believes the proposed rule
change is consistent with the Section
6(b)(5) 7 requirements that the rules of
an exchange be designed to prevent
fraudulent and manipulative acts and
practices, to promote just and equitable
principles of trade, to foster cooperation
and coordination with persons engaged
in regulating, clearing, settling,
processing information with respect to,
and facilitating transactions in
securities, to remove impediments to
and perfect the mechanism of a free and
open market and a national market
system, and, in general, to protect
investors and the public interest.
In particular, the proposed change is
a non-substantive change and does not
impact the governance, ownership or
operations of the Exchange. The
Exchange believes that by ensuring that
its parent company’s governance
documents and the Exchange’s
operative documents accurately reflect
the new legal names, the proposed rule
change would reduce potential investor
or market participant confusion.
B. Self-Regulatory Organization’s
Statement on Burden on Competition
The Exchange does not believe that
the proposed rule change will impose
any burden on competition that is not
necessary or appropriate in furtherance
of the purposes of the Act. The
proposed rule change is not intended to
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7 15
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U.S.C. 78f(b).
U.S.C. 78f(b)(5).
Frm 00092
Fmt 4703
address competitive issues but rather is
concerned solely with updating the
Company’s and Exchange’s governance
and operative documents to reflect the
abovementioned name changes.
C. Self-Regulatory Organization’s
Statement on Comments on the
Proposed Rule Change Received From
Members, Participants, or Others
The Exchange neither solicited nor
received comments on the proposed
rule change.
III. Date of Effectiveness of the
Proposed Rule Change and Timing for
Commission Action
Pursuant to Section 19(b)(3)(A) of the
Act 8 and Rule 19b–4(f)(3) thereunder,9
the Exchange has designated this
proposal as one that is concerned solely
with the administration of the selfregulatory organization, and therefore
has become effective.
At any time within 60 days of the
filing of the proposed rule change, the
Commission summarily may
temporarily suspend such rule change if
it appears to the Commission that such
action is necessary or appropriate in the
public interest, for the protection of
investors, or otherwise in furtherance of
the purposes of the Act. If the
Commission takes such action, the
Commission will institute proceedings
to determine whether the proposed rule
change should be approved or
disapproved.
IV. Solicitation of Comments
Interested persons are invited to
submit written data, views, and
arguments concerning the foregoing,
including whether the proposed rule
change is consistent with the Act.
Comments may be submitted by any of
the following methods:
Electronic Comments
• Use the Commission’s Internet
comment form (https://www.sec.gov/
rules/sro.shtml); or
• Send an email to rule-comments@
sec.gov. Please include File Number SR–
BatsEDGX–2017–41on the subject line.
Paper Comments
• Send paper comments in triplicate
to Brent J. Fields, Secretary, Securities
and Exchange Commission, 100 F Street
NE., Washington, DC 20549–1090.
All submissions should refer to File
Number SR–BatsEDGX–2017–41. This
file number should be included on the
subject line if email is used. To help the
Commission process and review your
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9 17
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U.S.C. 78s(b)(3)(A).
CFR 240.19b–4(f)(3).
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Federal Register / Vol. 82, No. 210 / Wednesday, November 1, 2017 / Notices
comments more efficiently, please use
only one method. The Commission will
post all comments on the Commission’s
Internet Web site (https://www.sec.gov/
rules/sro.shtml). Copies of the
submission, all subsequent
amendments, all written statements
with respect to the proposed rule
change that are filed with the
Commission, and all written
communications relating to the
proposed rule change between the
Commission and any person, other than
those that may be withheld from the
public in accordance with the
provisions of 5 U.S.C. 552, will be
available for Web site viewing and
printing in the Commission’s Public
Reference Room, 100 F Street NE.,
Washington, DC 20549, on official
business days between the hours of
10:00 a.m. and 3:00 p.m. Copies of the
filing also will be available for
inspection and copying at the principal
office of the Exchange. All comments
received will be posted without change.
Persons submitting comments are
cautioned that we do not redact or edit
personal identifying information from
comment submissions. You should
submit only information that you wish
to make available publicly. All
submissions should refer to File
Number SR-BatsEDGX–2017–41 and
should be submitted on or before
November 22, 2017.
For the Commission, by the Division of
Trading and Markets, pursuant to delegated
authority.10
Eduardo A. Aleman,
Assistant Secretary.
[FR Doc. 2017–23739 Filed 10–31–17; 8:45 am]
BILLING CODE 8011–01–P
SECURITIES AND EXCHANGE
COMMISSION
[Investment Company Act Release No.
32884; 812–14683]
October 26, 2017.
Securities and Exchange
Commission (‘‘Commission’’).
ACTION: Notice.
sradovich on DSK3GMQ082PROD with NOTICES
AGENCY:
Notice of an application under section
6(c) of the Investment Company Act of
1940 (the ‘‘Act’’) for an exemption from
sections 18(a)(2), 18(c) and 18(i) of the
Act, under sections 6(c) and 23(c) of the
Act for an exemption from rule 23c–3
under the Act, and for an order pursuant
to section 17(d) of the Act and rule 17d–
1 under the Act.
CFR 200.30–3(a)(12).
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1. The Relative Value Fund is a
Delaware statutory trust that is
registered under the Act as a nondiversified, closed-end management
1 A successor in interest is limited to an entity
that results from a reorganization into another
jurisdiction or a change in the type of business
organization.
FOR FURTHER INFORMATION CONTACT:
The Relative Value Fund et al.
10 17
Applicants’ Representations
investment company. The Relative
Value Fund’s investment objective is
long-term capital appreciation. The
Relative Value Fund seeks to achieve its
investment objective by generating
attractive long-term returns with low
sensitivity to traditional equity and
fixed income indices through a ‘‘multimanager’’ approach implementing
strategies including without limitation,
global macro, opportunistic equity anf
fixed income, systematic and arbitrage
strategies that invest in different asset
classes, securities and derivatives
instruments. The Infinity Core
Alternative Fund is a Maryland
statutory trust that is registered under
the Act as a non-diversified,
continuously offered closed-end
management investment company. The
Infinity Core Alternative Fund’s
investment objective is long-term capital
growth. The Infinity Core Alternative
Fund seeks to achieve its investment
objective by operating as a ‘‘fund of
funds’’ that invests primarily in general
or limited partnerships, funds,
corporations, trusts or other investment
vehicles based primarily in the United
States that invest or trade in a wide
range of securities, and, to a lesser
extent, other property and currency
interests. The Infinity Core Alternative
Fund may also make investments meant
to hedge exposures deemed too risky or
to invest in strategies not employed by
investment funds or to hedge a position
in an investment fund that is locked-up
or difficult to sell.
2. The Adviser, a Delaware limited
liability company, is registered as an
investment adviser under the
Investment Advisers Act of 1940, as
amended. The Adviser serves as
investment adviser to the Initial Funds.
3. The applicants seek an order to
permit the Initial Funds to issue
multiple classes of shares and to impose
asset-based distribution and/or service
fees and EWCs.
4. Applicants request that the order
also apply to any continuously offered
registered closed-end management
investment company that may be
organized in the future for which the
Adviser, or any entity controlling,
controlled by, or under common control
with the Adviser, or any successor in
interest to any such entity,1 acts as
investment adviser and which operates
as an interval fund pursuant to rule
23c–3 under the Act or provides
periodic liquidity with respect to its
shares pursuant to rule 13e–4 under the
Applicants request an order to
permit certain registered closed-end
management investment companies to
issue multiple classes of shares and to
impose asset-based distribution and/or
service fees, early withdrawal charges
(‘‘EWCs’’) and early repurchase fees.
APPLICANTS: The Relative Value Fund
and the Infinity Core Alternative Fund
(the ‘‘Initial Funds’’) and Vivaldi Asset
Management, LLC (the ‘‘Adviser’’).
DATES: The application was filed on
August 8, 2016 and amended on March
8, 2017 and June 30, 2017.
HEARING OR NOTIFICATION OF HEARING:
An order granting the requested relief
will be issued unless the Commission
orders a hearing. Interested persons may
request a hearing by writing to the
Commission’s Secretary and serving
applicants with a copy of the request,
personally or by mail.
Hearing requests should be received
by the Commission by 5:30 p.m. on
November 20, 2017, and should be
accompanied by proof of service on the
applicants, in the form of an affidavit,
or, for lawyers, a certificate of service.
Pursuant to rule 0–5 under the Act,
hearing requests should state the nature
of the writer’s interest, any facts bearing
upon the desirability of a hearing on the
matter, the reason for the request, and
the issues contested. Persons who wish
to be notified of a hearing may request
notification by writing to the
Commission’s Secretary.
ADDRESSES: Secretary, U.S. Securities
and Exchange Commission, 100 F Street
NE., Washington, DC 20549–1090;
Applicants: Vivaldi Asset Management,
LLC, 225 W. Wacker Drive, Suite 2100,
Chicago IL 60606; The Relative Value
Fund and the Infinity Core Alternative
Fund c/o UMB Fund Services, Inc., 235
West Galena Street, Milwaukee, WI
53212.
SUMMARY:
Rachel Loko, Senior Counsel or Holly
Hunter-Ceci, Assistant Chief Counsel, at
(202) 551–6825 (Division of Investment
Management, Chief Counsel’s Office).
SUPPLEMENTARY INFORMATION: The
following is a summary of the
application. The complete application
may be obtained via the Commission’s
Web site by searching for the file
number, or for an applicant using the
Company name box, at https://
www.sec.gov/search/search.htm or by
calling (202) 551–8090.
PO 00000
Frm 00093
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]]>Agencies
[Federal Register Volume 82, Number 210 (Wednesday, November 1, 2017)]
[Notices]
[Pages 50697-50700]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2017-23739]
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SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-81963; File No. SR-BatsEDGX-2017-41]
Self-Regulatory Organizations; Bats EDGX Exchange, Inc.; Notice
of Filing and Immediate Effectiveness of a Proposed Rule Change To
Reflect in the Exchange's Governing Documents, Rulebook and Fees
Schedules, a Non-Substantive Corporate Branding Change, Including
Changes to the Company's Name, the Intermediate's Name, and the
Exchange's Name
October 26, 2017.
Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934
(the ``Act''),\1\ and Rule 19b-4 thereunder,\2\ notice is hereby given
that on October 16, 2017, Bats EDGX Exchange, Inc. (the ``Exchange'' or
``EDGX'') filed with the Securities and Exchange Commission
(``Commission'') the proposed rule change as described in Items I and
II below, which Items have been prepared by the Exchange. The
Commission is publishing this notice to solicit comments on the
proposed rule change from interested persons.
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\1\ 15 U.S.C. 78s(b)(1).
\2\ 17 CFR 240.19b-4.
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I. Self-Regulatory Organization's Statement of the Terms of Substance
of the Proposed Rule Change
The Exchange file a proposed rule change with respect to amendments
of the Second Amended and Restated Certificate of Incorporation (the
``Company's Certificate'') and Third Amended and Restated Bylaws (the
''Company's Bylaws'') of its parent corporation, CBOE Holdings, Inc.
(``CBOE Holdings'' or the ``Company'') to change the name of the
Company to Cboe Global Markets, Inc. With respect to CBOE V, LLC, an
intermediate Holding Company of the Exchange (the ``Intermediate''),
the Exchange proposes to amend the Certificate of Formation and Limited
Liability Company Operating Agreement of CBOE V, LLC (the ``Operating
Agreement''), in connection with a related name change for the
Intermediate. The Exchange also proposes to amend its Second Amended
and Restated Certificate of Incorporation (the ``Exchange
Certificate''), Seventh Amended and Restated Bylaws of Bats EDGX
Exchange, Inc. (the ``Exchange Bylaws''), rulebook and fees schedules
(collectively ``operative documents'') in connection with the name
change of its parent Company, Intermediate, and the Exchange.
The text of the proposed rule change is also available on the
Exchange's Web site (https://www.cboe.com/AboutCBOE/CBOELegalRegulatoryHome.aspx), at the Exchange's Office of the
Secretary, and at the Commission's Public Reference Room.
II. Self-Regulatory Organization's Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule Change
In its filing with the Commission, the Exchange included statements
concerning the purpose of and basis for the proposed rule change and
discussed any comments it received on the proposed rule change. The
text of these statements may be examined at the places specified in
Item IV below. The Exchange has prepared summaries, set forth in
sections A, B, and C below, of the most significant aspects of such
statements.
A. Self-Regulatory Organization's Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule Change
1. Purpose
Background
The purpose of this filing is to reflect in the Exchange's
governing documents (and the governing documents of its parent company,
CBOE Holdings) and the Exchange's rulebook and fees schedules, a non-
substantive corporate branding change, including changes to the
Company's name, the Intermediate's name, and the Exchange's name.
Particularly, references to Company's, Intermediate's and Exchange's
names will be deleted and revised to state the new names, as described
more fully below. No other substantive changes are being proposed in
this filing. The Exchange represents that these changes are concerned
solely with the administration of the Exchange and do not affect the
meaning, administration, or enforcement of any rules of the Exchange or
the rights, obligations, or privileges of Exchange members or their
associated persons is any way. Accordingly, this filing is being
submitted under Rule 19b-4(f)(3). In lieu of providing a copy of the
marked name changes, the Exchange represents that it will make the
necessary non-substantive revisions described below to the Exchange's
corporate governance documents, rulebook, and fees schedules, and post
updated versions of each on the Exchange's Web site pursuant to Rule
19b-4(m)(2).
[[Page 50698]]
The Company's Name Change
In connection with the corporate name change of its parent company,
the Exchange is proposing to amend the Company's Certificate and
Bylaws. Specifically, the Company is changing its name from ``CBOE
Holdings, Inc.'' to ``Cboe Global Markets, Inc.''.
(a) Company's Certificate
The Exchange proposes to (i) delete the following language from
Paragraph (1) of the introductory paragraph: ``The name of the
Corporation is CBOE Holdings, Inc.'' and (ii) amend Article First of
the Company's Certificate to reflect the new name, ``Cboe Global
Markets, Inc.'' The Exchange also proposes to add clarifying language
and cite to the applicable provisions of the General Corporation Law of
the State of Delaware in connection with the proposed name change. The
Exchange notes that it is not amending the Company's name in the title
or signature line as the name changes will not be effective until the
Company, as currently named, files the proposed changes in Delaware.
Thereafter, the Exchange will amend the Certificate to reflect the new
name in the title and signature line. The Exchange also notes that
although the name of ``Chicago Board Options Exchange, Incorporated''
is changing to ``Cboe Exchange Inc.'', it is not amending the name of
Chicago Board Options Exchange, Incorporated (``CBOE'') referenced in
Article Fifth(a)(iii) at this time. Particularly, the Exchange notes
that unlike the exception applicable to proposed changes to the
Company's name,\3\ a vote of stockholders is required to adopt an
amendment to the reference of CBOE's name. As such, the Exchange will
submit a rule filing to amend the Certificate to reflect the new CBOE
name at such time it is ready to obtain stockholder approval.
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\3\ See Section 242(b) of the General Corporation Law of the
State of Delaware.
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(b) Company's Bylaws
With respect to the Company's Bylaws, references to ``CBOE
Holdings, Inc.'' will be deleted and revised to state ``Cboe Global
Markets, Inc.'' The Exchange also proposes to eliminate the reference
to ``Chicago Board Options Exchange, Incorporated'' in Article 10,
Section 10.2. Particularly, Section 10.2 provides that ``for so long as
the Corporation shall control, directly or indirectly, any national
securities exchange, including, but not limited to Chicago Board
Options Exchange, Incorporated (a ``Regulated Securities Exchange
Subsidiary''), before any amendment, alteration or repeal of any
provision of the Bylaws shall be effective, such amendment, alteration
or repeal shall be submitted to the board of directors of each
Regulated Securities Exchange Subsidiary, and if such amendment,
alteration or repeal must be filed with or filed with and approved by
the Securities and Exchange Commission, then such amendment, alteration
or repeal shall not become effective until filed with or filed with and
approved by the Securities and Exchange Commission, as the case may
be.'' As the Company currently controls a number of Regulated
Securities Exchange Subsidiaries, it does not believe it is necessary
to explicitly reference only Chicago Board Options Exchange,
Incorporated and therefore proposes to delete the following language:
``including, but not limited to Chicago Board Options Exchange,
Incorporated''.
The Intermediate's Name Change
For purposes of consistency, certain of the Parent's subsidiaries
have also undertaken to change their legal names. As a result, the
Exchange also proposes to change the name of the Intermediate from
``CBOE V, LLC'' to ``Cboe Bats, LLC.''
(a) Certificate of Formation
As it relates to the Certificate of Formation of CBOE V, LLC,
references to ``CBOE V, LLC'' will be deleted and revised to state its
new name ``Cboe Bats, LLC''. The Exchange also proposes to add
clarifying and conforming language in order to conform to, as well as
cite to, the applicable provisions of the General Corporation Law of
the State of Delaware in connection with the proposed name change. The
Exchange notes to conform with the revised language in the introductory
paragraph, it also proposes to amend references to ``LLC'' to ``limited
liability company''. The Exchange also notes that it is not amending
the Intermediate's name in the title or signature line as the name
changes will not be effective until the Intermediate, as currently
named, files the proposed changes in Delaware.\4\ Thereafter, the
Exchange will amend the Certificate of Formation to reflect the new
name in the title and signature line.
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\4\ The Exchange notes that the current signature block of the
Certificate of Formation references ``CBOE Holdings, Inc.'' instead
of ``CBOE V, LLC''. The Exchange proposes to correct that reference
and refer to ``CBOE V, LLC'', which as noted, will be changed to
``Cboe Bats, LLC'' at a later date.
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(b) Operating Agreement
As it relates to the Operating Agreement of the Intermediate,
references to ``CBOE V, LLC'' will be deleted and revised to state its
new name ``Cboe Bats, LLC'' and references to ``CBOE Holdings, Inc.''
will be deleted and revised to state ``Cboe Global Markets, Inc.''. The
Exchange also proposes to add clarifying and conforming language in
connection with the proposed name change, including new Section 12.5
(``Effect of Amendment''), which provides that the ``Agreement amends,
restates and supersedes the Original Agreement in all respects. From
and after the date hereof, this Agreement shall be the limited
liability company operating agreement of the Company for all
purposes.''
The Exchange's Name Change
For purposes of consistency, certain of the Parent's subsidiaries
have also undertaken to change their legal names. As a result, the
Exchange also proposes to change its name from ``Bats EDGX Exchange,
Inc.'' to ``Cboe EDGX Exchange, Inc.'' throughout its rules, fees
schedules and corporate documents. Additionally, the Exchange notes
that its affiliated exchanges Bats BYX Exchange, Inc., Bats BZX
Exchange, Inc., Bats EDGA Exchange, Inc., Chicago Board Options
Exchange, Incorporated, C2 Options Exchange, Incorporated, and CBOE
Futures Exchange, LLC (collectively the ``affiliates'') have also
proposed name changes to Cboe BYX Exchange, Inc., Cboe BZX Exchange,
Inc., Cboe EDGA Exchange, Inc., Cboe Exchange, Inc., Cboe C2 Exchange,
Inc. and Cboe Futures Exchange, LLC, respectively. Lastly, the Exchange
is changing the name of ``Bats Trading, Inc.'' to ``Cboe Trading,
Inc.''
Therefore, the Exchange proposes to amend its: (i) Second Amended
and Restated Certificate of Incorporation of Bats EDGX Exchange, Inc.,
(ii) Seventh Amended and Restated Bylaws of Bats EDGX Exchange, Inc.,
(iii) Rulebook, (iv) Fee Schedule for EDGX Equities and (v) Fee
Schedule for EDGX Options (collectively, the ``Operative Documents'')
to reflect the name changes.
(a) Exchange's Certificate
The Exchange proposes to (i) delete the following language from the
introductory paragraph: ``The name of the Corporation is Bats EDGX
Exchange, Inc.'' and (ii) amend Article First of the Exchange's
Certificate to reflect the new name, ``Cboe EDGX Exchange, Inc.''. The
Exchange also proposes to add clarifying language and cite to the
applicable provisions of the General Corporation Law of the State of
[[Page 50699]]
Delaware in connection with the proposed name change. The Exchange
notes that it is not amending the Exchange's name in the title or
signature line as the name changes will not be effective until the
Exchange, as currently named, files the proposed changes in Delaware.
Thereafter, the Exchange will amend the Certificate to reflect the new
name in the title and signature line.
(b) Exchange's Bylaws
For the Exchange's Bylaws, all references to ``Bats EDGX Exchange,
Inc.'' will be deleted and revised to state ``Cboe EDGX Exchange,
Inc.''.
(c) Exchange's Rulebook
For the Rules of Bats EDGX Exchange, Inc., all references to ``Bats
EDGX Exchange, Inc.'' will be deleted and revised to state ``Cboe EDGX
Exchange, Inc.''. Additionally, the Exchange's affiliates are also
filing similar rule filings to change their names, as noted above. As
such, all references to ``Bats BYX Exchange, Inc.'', ``Bats EDGA
Exchange, Inc.'', ``Bats BZX Exchange, Inc.'', ``C2 Options Exchange,
Incorporated'', ``Chicago Board Options Exchange, Incorporated'' \5\
and ``CBOE Futures Exchange, LLC'' in the EDGX's rules will likewise be
deleted and revised to state ``Cboe BYX Exchange, Inc.'', Cboe EDGA
Exchange, Inc.'', ``Cboe BZX Exchange, Inc.'', ``Cboe C2 Exchange,
Inc.'', ``Cboe Exchange, Inc.'' and ``Cboe Futures Exchange, LLC'',
respectively. The Exchange notes that references to ``CBOE'' will be
deleted and revised to state ``Cboe Options''. The Exchange notes that
references to ``Bats Exchange'' will be deleted and revised to state
``Cboe Bats Exchange''. Additionally, all references to ``CBOE
Holdings, Inc.'' will be deleted and revised to state ``Cboe Global
Markets, Inc.''.
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\5\ The Exchange notes that the EDGX rules refer to ``C2 Options
Exchange, Incorporated'' and ``Chicago Board Options Exchange,
Incorporated'' as ``C2 Options Exchange, Inc.'' and ``Chicago Board
Options Exchange'' in Rules 2.3, 18.7, 18.9, 28.3, 29.5, and 29.7.
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The Exchange will also delete references to ``Bats Trading, Inc.''
and ``Bats Trading'' and replace it with references to ``Cboe Trading,
Inc.'' and ``Cboe Trading'', respectively. References to ``Bats One''
will be deleted and revised to state ``Cboe One'', all references to
``Bats Connect'' will be deleted and revised to state ``Cboe Connect'',
and all references to ``CBOE Livevol, LLC'' will be deleted and revised
to state ``Cboe Livevol, LLC''.
(d) Exchange's Fees Schedule
For the EDGX Equities Fee Schedule, any reference to ``Bats EDGX
Exchange'' will be deleted and revised to state ``Cboe EDGX Exchange''.
Additionally, all references to ``Bats One'' will be deleted and
revised to state ``Cboe One'' and all references to ``Bats Connect''
will be deleted and revised to state ``Cboe Connect''.
(e) EDGX Options Fee Schedule
For the EDGX Options Fee Schedule, all references to ``Bats EDGX
Options Exchange'' will be deleted and revised to state ``Cboe EDGX
Options Exchange'' and all references to ``CBOE'' will be deleted and
revised to state ``Cboe Options''. Lastly, all references to ``Bats
Connect'' will be deleted and revised to state ``Cboe Connect''.
2. Statutory Basis
The Exchange believes the proposed rule change is consistent with
the Securities Exchange Act of 1934 (the ``Act'') and the rules and
regulations thereunder applicable to the Exchange and, in particular,
the requirements of Section 6(b) of the Act.\6\ Specifically, the
Exchange believes the proposed rule change is consistent with the
Section 6(b)(5) \7\ requirements that the rules of an exchange be
designed to prevent fraudulent and manipulative acts and practices, to
promote just and equitable principles of trade, to foster cooperation
and coordination with persons engaged in regulating, clearing,
settling, processing information with respect to, and facilitating
transactions in securities, to remove impediments to and perfect the
mechanism of a free and open market and a national market system, and,
in general, to protect investors and the public interest.
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\6\ 15 U.S.C. 78f(b).
\7\ 15 U.S.C. 78f(b)(5).
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In particular, the proposed change is a non-substantive change and
does not impact the governance, ownership or operations of the
Exchange. The Exchange believes that by ensuring that its parent
company's governance documents and the Exchange's operative documents
accurately reflect the new legal names, the proposed rule change would
reduce potential investor or market participant confusion.
B. Self-Regulatory Organization's Statement on Burden on Competition
The Exchange does not believe that the proposed rule change will
impose any burden on competition that is not necessary or appropriate
in furtherance of the purposes of the Act. The proposed rule change is
not intended to address competitive issues but rather is concerned
solely with updating the Company's and Exchange's governance and
operative documents to reflect the abovementioned name changes.
C. Self-Regulatory Organization's Statement on Comments on the Proposed
Rule Change Received From Members, Participants, or Others
The Exchange neither solicited nor received comments on the
proposed rule change.
III. Date of Effectiveness of the Proposed Rule Change and Timing for
Commission Action
Pursuant to Section 19(b)(3)(A) of the Act \8\ and Rule 19b-4(f)(3)
thereunder,\9\ the Exchange has designated this proposal as one that is
concerned solely with the administration of the self-regulatory
organization, and therefore has become effective.
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\8\ 15 U.S.C. 78s(b)(3)(A).
\9\ 17 CFR 240.19b-4(f)(3).
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At any time within 60 days of the filing of the proposed rule
change, the Commission summarily may temporarily suspend such rule
change if it appears to the Commission that such action is necessary or
appropriate in the public interest, for the protection of investors, or
otherwise in furtherance of the purposes of the Act. If the Commission
takes such action, the Commission will institute proceedings to
determine whether the proposed rule change should be approved or
disapproved.
IV. Solicitation of Comments
Interested persons are invited to submit written data, views, and
arguments concerning the foregoing, including whether the proposed rule
change is consistent with the Act. Comments may be submitted by any of
the following methods:
Electronic Comments
Use the Commission's Internet comment form (https://www.sec.gov/rules/sro.shtml); or
Send an email to [email protected]. Please include
File Number SR-BatsEDGX-2017-41on the subject line.
Paper Comments
Send paper comments in triplicate to Brent J. Fields,
Secretary, Securities and Exchange Commission, 100 F Street NE.,
Washington, DC 20549-1090.
All submissions should refer to File Number SR-BatsEDGX-2017-41. This
file number should be included on the subject line if email is used. To
help the Commission process and review your
[[Page 50700]]
comments more efficiently, please use only one method. The Commission
will post all comments on the Commission's Internet Web site (https://www.sec.gov/rules/sro.shtml). Copies of the submission, all subsequent
amendments, all written statements with respect to the proposed rule
change that are filed with the Commission, and all written
communications relating to the proposed rule change between the
Commission and any person, other than those that may be withheld from
the public in accordance with the provisions of 5 U.S.C. 552, will be
available for Web site viewing and printing in the Commission's Public
Reference Room, 100 F Street NE., Washington, DC 20549, on official
business days between the hours of 10:00 a.m. and 3:00 p.m. Copies of
the filing also will be available for inspection and copying at the
principal office of the Exchange. All comments received will be posted
without change. Persons submitting comments are cautioned that we do
not redact or edit personal identifying information from comment
submissions. You should submit only information that you wish to make
available publicly. All submissions should refer to File Number SR-
BatsEDGX-2017-41 and should be submitted on or before November 22,
2017.
For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\10\
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\10\ 17 CFR 200.30-3(a)(12).
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Eduardo A. Aleman,
Assistant Secretary.
[FR Doc. 2017-23739 Filed 10-31-17; 8:45 am]
BILLING CODE 8011-01-P
